The Members,
 
 The Directors submit the Fifty-fifth Annual Report of the Company along
 with the Audited Statements of Accounts for the Financial year ended
 31st March, 2011.
 
 SUMMARY OF FINANCIAL RESULTS
 
                                                        Rs. in Lacs
 
                                       For the year      For the year
                                   Ended 31.03.2011    Ended 31.03.2010
 
 Loss for the year before Interest, 
 Depreciation, Exceptional 
 Items and Tax                           (1554.55)          414.99   
 
 Interest-Net                             1679.66          1341.91
 
 Depreciation                              152.52           202.96
 
 Profit/(Loss) before Taxation           (3386.73)        (1129.88)
 
 Provision for Taxation:
 
 Current Tax including (Wealth Tax)          1.60             3.78
 
 Profit/(Loss) after Taxation            (3388.33)        (1133.66)
 
 Balance brought forward from last year  (3016.48)        (1882.81)
 
 Balance of loss carried over to Balance 
 Sheet                                   (6404.81)        (3016.48)
 
 FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE &
 DIVIDEND
 
 Though there was no change in the excise duty structure, but the grey
 market cigarettes continue to be a major threat for the organized
 sector especially economy brands. Industry continues representing to
 the Government without any positive outcome & grey market continue to
 grow at a rapid rate resulting sharp drop in your company''s volume.
 
 The new Cigar with the brand name of Golden Cigaro launched last year
 from the stables of Golden Tobacco was received favourably and was
 rolled out across the country. Due to some classification issues
 production was stalled, which took lot of time to settle. The
 production of the same is expected to start now since the matter stands
 sorted out.
 
 Further, the Company plans to launch aromatic cigarettes - few of them
 as variant of Chancellor and Panama shortly in current financial year.
 The first two are Koffee & Pan Aroma.
 
 In view of the carried forward losses, your Directors do not recommend
 any dividend.
 
 STATUS OF REHABILITATION SCHEME BY BIFR
 
 The rehabilitation Scheme sanctioned by Hon''ble BIFR was in operation
 up to March, 2011. However, owing to the continuing losses still being
 suffered by the Company it has filed an Application for the extension
 of the said Scheme in order to complete the un-implemented part of the
 same but was not considered favourably by Hon''ble BIFR. Consequently,
 the Company has appealed against the same to Hon''ble AAIFR and the
 Company is very much hopeful to succeed.
 
 SHIFTING OF PRODUCTION FACILITY
 
 The manufacturing operation at Mumbai have been discontinued and
 shifted to existing plant at Vadodara. Pursuant to the Voluntary
 Retirement Scheme (VRS), offered by the Company, all 352 workers have
 accepted the same and were paid accordingly.
 
 Also, in order to continue to utilize the Manufacturing License in the
 State of Maharashtra, the Company is in the process of setting up a
 manufacturing facility at Palghar, Thane, where the requisite land has
 already been acquired.
 
 REAL ESTATE DEVELOPMENTS
 
 The Company had started the Real Estate Business in the year 2007-08,
 when its Hyderabad property was offered for Joint Development with a
 reputed builder. Besides, the Company had entered into a Memorandum of
 Understanding (MOU) in the year 2009-10 with the reputed developers to
 jointly develop its Vile Parle, Mumbai property.
 
 Similarly, the Company is also exploring the possibility of
 development/sale of some other properties.
 
 However, Income Tax & Central Excise Departments took coercive actions
 against the Company by defying the provisions of sanctioned Scheme of
 Hon''ble BIFR. Consequently the Company approached the Hon''ble BIFR and
 the matter was decided ultimately in Company''s favour. The Management
 is hopeful to resume normal functioning of Real Estate Division in the
 current financial year.
 
 SHIFTING OF THE REGISTERED OFFICE OF THE COMPANY
 
 In view of the production facilities of the Mumbai Plant already
 shifted to the existing Plant at Vadodara, as approved by the Members
 of the Company unanimously, the Company has taken the necessary steps
 to shift the Registered Office from State of Mumbai (erstwhile State of
 Bombay), to State of Gujarat by seeking the approval from the Company
 Law Board.
 
 CORPORATE GOVERNANCE
 
 The Company has complied with the Corporate Governance Code as
 stipulated under the Listing Agreement with the Stock Exchanges.  As
 required under clause 49 of the Listing Agreement with the Stock
 Exchanges a report on Corporate Governance is included as a part of the
 Annual Report.
 
 MANAGEMENT DISCUSSIONS ANALYSIS (MD&A)
 
 Management Discussion and Analysis Report is given under the Separate
 head at the end of the Directors'' Report.
 
 ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY
 
 At the root of a good performance is a good environment and safe &
 healthy working conditions. Your Company has been in a constant quest
 for providing to its employees, a very congenial work environment which
 will in turn add to the performance of the Company. Keeping in mind the
 dynamism in the environment, your Company is continuously imparting
 requisite training to its employees in theirfespective fields of work.
 
 Health and safety of our employees is of primary importance to us. The
 workplace is designed to abate the hazards naturally connected to our
 product. There was no accident or any pollution problem noticed during
 the year at any of the three units. Care is taken that all laws
 pertaining to environmental pollution, health and safety of employees
 and other associated enactments are being scrupulously adhered to.  Our
 commitment towards the society in terms of providing a clean and
 healthy environment is of our utmost concern and we pledge to take
 active efforts to preserve the same.
 
 DIRECTORS
 
 In accordance with the provisions of section 256 the Companies Act,
 1956 and the Articles of Association of the Company, Shri R R Kumar and
 Shri Rishabh Jain, Directors, will be liable to retire by rotation at
 the forthcoming Annual General Meeting. Being eligible, the re-
 appointment of Shri R R Kumar and Shri Rishabh Jain is recommended by
 the Board of Directors for your approval.
 
 The resume of these Directors is attached along with the notice.
 
 PARTICULARS OF EMPLOYEES
 
 As required under provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules 1975 as
 amended, the requisite particulars in respect of the employees of the
 Company, who were in receipt of remuneration in excess of the limits
 specified under the said section are set out in the annexure herewith
 and form part of this report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 As required under section 217 (2AA) of the Companies Act, 1956, your
 Directors confirm having:
 
 i. followed in the preparation of the Annual Accounts, the applicable
 accounting standards with proper explanation relating to material
 departures if any;
 
 ii. selected such accounting policies and applied them consistently and
 made judgments and estimates that were reasonable and prudent so as to
 give a true and fair view of the state of affairs of the Company at the
 end of the financial year and of the profit of your Company for the
 year.
 
 iii. taken proper and sufficient care for the maintenance of adequate
 accounting records in accordance with the provisions of the Companies
 Act, 1956 for safeguarding the assets of your Company and for
 preventing and detecting fraud and other irregularities; and prepared
 the Annual Accounts on a going concern basis.
 
 AUDITORS'' REPORT:
 
 With reference to the observations and qualifications made by the
 Auditors in their report, the Directors wish to state that the relevant
 notes forming part of the Company''s accounts as given under Schedule
 ''Q'' to the Accounts, are self-explanatory in this regard.
 
 Your Directors further clarify that: -
 
 The Company has a consistent practice to account for the gratuity
 liability as and when the employees retire and the amount is due, and
 as such, no provision is considered necessary in respect of estimated
 liability for future payment of gratuity of Rs.  576,46,424/- which is
 determined on the basis of actuarial valuation.
 
 The company has not made any provision with regard to the overdue
 Sundry Debtors and Loans & Advances aggregating to Rs 493,09,336/-,
 since the Management has taken suitable measures to recover the said
 dues, it is hopeful of recovery in due course of time.
 
 Regarding Inventories including Rs. 104,94,596/- which should be
 provided for, because of its obsolescence, the Management treats the
 same as usable in normal course of operations.
 
 It is pertinent to note that the Company is very much hopeful of
 succeeding in the Appeal for the continuation of the Hon''ble BIFR
 Scheme filed by it before Hon''ble AAIFR against the order of Hon''ble
 BIFR and in that case it will be very much convenient for the Company
 to take care of aforesaid observations of the auditors.
 
 AUDITORS
 
 The Auditors, M/s.Lodha and Co., Chartered Accountants retire at the
 conclusion of the ensuing Annual General Meeting and being eligible,
 offer themselves for re-appointment. The necessary certificate pursuant
 to Section 224(1 B) of the Companies Act 1956, has been received from
 them. Your Directors recommend their re-appointment for your approval
 at the ensuing Annual General Meeting.
 
 SUBSIDIARIES:
 
 Following Companies are the Subsidiaries of your Company:
 
 1.  Golden Realty & infrastructure Limited
 
 2.  Golden Investment (Sikkim) Private Limited
 
 3.  Western Express Industries Limited
 
 4.  GTC INC B.V. and .
 
 5.  Raigadh Papers Limited, a subsidiary of Western Express Industries
 Limited
 
 Pursuant to Accounting Standard (AS 21) issued by the Institute of
 Chartered Accountants of India, consolidated financial statements
 presented by the Company include financial information of its
 subsidiaries. The Company has applied for an exemption from the
 Government of India under Section 212(8) of the Companies Act, 1956,
 from attachment of the documents of its subsidiaries, the approval of
 which is expected shortly.
 
 However, a statement giving information on Subsidiaries as required
 under section 212(3) of the Act is attached along with the Annual
 Report. Also, additional information in respect of the subsidiaries and
 Consolidated Financial Statements as required is provided in the Annual
 Report.
 
 The Annual Report and accounts of Subsidiaries will be kept for
 inspection at your Company''s Registered Office. Shareholders desirous
 of obtaining the Annual Accounts of the Company''s subsidiaries may
 obtain the same on request.
 
 OTHER INFORMATION
 
 Certificate, as required under Clause 49 of the Listing Agreement with
 the Stock Exchanges in India, confirming compliance by the Company with
 the provisions of Corporate Governance as given by the Auditors, M/s.
 Lodha and Co., declaration by the CEO certifying compliance with the
 Code of Conduct of the Company and Certificate given by the CEO and CFO
 as required under the Listing Agreement are annexed herewith.
 Information pursuant to Section 217(1)(e) of the Companies Act, 1956
 read with the Companies (Disclosure of Particulars in the Report of the
 Board of Directors) Rules, 1988 relating to Foreign Exchange Earnings
 and Out Go, Conservation of Energy and Technology Absorption and Export
 Market Developments is also provided as an annexure to this report.
 
 Additional disclosures in the form of Consolidated Financial Statements
 and Related Party Transactions have been made by your Company in
 compliance with the Listing Agreement.
 
 ACKNOWLEDGEMENTS
 
 Your Directors express their deep gratitude and sincere appreciation
 for the whole-hearted assistance and co-operation extended to the
 Company by the Bankers, Financial Institutions, Business associates,
 Employees and above all the Shareholders of the Company, who continued
 to repose utmost faith in the Company.
 
 For and on behalf of the Board
 
 SANJAY DALMIA
 Chairman
 
 Place: Mumbai
 
 Dated: 25th May, 2011